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      Unassociated Document

    R
      E I
      T  A M E R I C A S,  I N C.

      November
        5, 2005

      Ms.
        Rachel Zablow

      SECURITIES
        AND EXCHANGE COMMISSION

      Mail
        Stop
        4561

      Washington
        DC 20549

      Re: File
        No.
        33-11863

      Dear
        Ms.
        Zablow:

      In
        response to your letter of September 9, 2005, we initially responded to indicate
        that we were securing concurrence and assistance of our auditor in developing
        an
        adequate response. Subsequently, our auditor, who was simultaneously responding
        to the PCAOB triennial inspection of our engagement, was unable to provide
        timely assistance. We have had follow-up conversations with Ms. Amanda Sledge
        to
        let her know that we were attempting to respond adequately as well as timely.
        Thus, we appreciate your patience and now offer the following in response
        to
        your letter.

      In
        preparing this response, we acknowledge that:

      the
        company is responsible for the adequacy and accuracy of the disclosures in
        the
        filings;

      staff
        comments or changes to disclosure in response to staff comments do not foreclose
        the

      Commission
        from taking any action with respect to the filings, and

      the
        company may not assert staff comments as a defense in any proceeding initiated
        by the

      Commission
        or any person under the federal securities laws of the United
        States.”

      The
        following lists your comments in order, the references we used and our
        responses:

      Form
        10-KSB for the Fiscal Year Ended December 31, 2004

      Item
        13 - Exhibits and Reports on Form 8-K, page 16

      Comment
        1.

      “Please
        revise the certifications included as exhibits 31.1 and 31.2 to conform to
        the
        presentation presented in Item 601(b)(31) of Regulation S-B, if such statements
        continue to be true considering the revised wording and evaluation ate as
        of the
        period end, rather than as of a date within 90 days of the filing.”

      “Please
        make conforming changes in your Forms 10-QSB for the fiscal quarters ended
        March
        31, 2005 and June 30, 2005.”

      2
        9 6
        0  N  S W A N  R D.,  S U I T E  3 0 0 *
        T U C S O
        N,  A R I Z O N A * 8 5 7 1 2

      P
        H O N
        E:   (5 2 0)  3 2 6 - 2 0 0 0 * F A X:  (5 2
        0)  3 2 6
        - 7 3 7 5

      References
        and Citations

      SECTION
        302 CERTIFICATION

      EXHIBIT
        31.1

      CERTIFICATION

      I,
        F.
        Dale Markham, Chief Executive Officer of REIT Americas, Inc., certify
        that:

      1.
        I have
        reviewed this annual report on Form 10-KSB of REIT Americas, Inc.;

      2.
        Based
        on my knowledge, this annual report does not contain any untrue statement
        of a
        material fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not
        misleading with respect to the period covered by this annual
        report;

      3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this annual report, fairly present in all material respects the
        financial condition, results of operations and cash flows of the registrant
        as
        of, and for, the periods presented in this annual report;

      4.
        The
        registrant's other certifying officer and I are responsible for establishing
        and
        maintaining disclosure controls and procedures (as defined in Exchange Act
        Rules
        13a-14 and 15d-14) for the registrant and have:

      a)
        designed such disclosure controls and procedures to ensure that material
        information relating to the registrant, including its consolidated subsidiaries,
        is made known to us by others within those entities, particularly during
        the
        period in which this annual report is being prepared;

      b)
        evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this annual
        report (the "Evaluation Date"); and

      c)
        presented in this annual report our conclusions about the effectiveness of
        the
        disclosure controls and procedures based on our evaluation as of the Evaluation
        Date;

      5.
        The
        registrant's other certifying officer and I have disclosed, based on our
        most
        recent evaluation, to the registrant's auditors and the audit committee of
        registrant's board of directors (or persons performing the equivalent
        functions):

      a)
        all
        significant deficiencies in the design or operation of internal controls
        which
        could adversely affect the registrant's ability to record, process, summarize
        and report financial data and have identified for the registrant's auditors
        any
        material weaknesses in internal controls; and

      b)
        any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the registrant's internal controls; and

      6.
        The
        registrant's other certifying officer and I have indicated in this annual
        report
        whether there were significant changes in internal controls or in other factors
        that could significantly affect internal controls subsequent to the date
        of our
        most recent evaluation, including any corrective actions with regard to
        significant deficiencies and material weaknesses.

                Date:
                  March 31, 2005

                /S/
                  F. DALE MARKHAM

                F.
                  Dale Markham, Chief Executive
                  Officer

      _________________________________________________________________

      EXHIBIT
        31.2

      CERTIFICATION

      I,
        Mary
        D. Cozza, Chief Financial Officer of REIT Americas, Inc., certify
        that:

      1.
        I have
        reviewed this annual report on Form 10-KSB of REIT Americas, Inc.;

      2.
        Based
        on my knowledge, this annual report does not contain any untrue statement
        of a
        material fact or omit to state a material fact necessary to make the statements
        made, in light of the circumstances under which such statements were made,
        not
        misleading with respect to the period covered by this annual
        report;

      3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this annual report, fairly present in all material respects the
        financial condition, results of operations and cash flows of the registrant
        as
        of, and for, the periods presented in this annual report;

      4.
        The
        registrant's other certifying officer and I are responsible for establishing
        and
        maintaining disclosure controls and procedures (as defined in Exchange Act
        Rules
        13a-14 and 15d-14) for the registrant and have:

      a)
        designed such disclosure controls and procedures to ensure that material
        information relating to the registrant, including its consolidated subsidiaries,
        is made known to us by others within those entities, particularly during
        the
        period in which this annual report is being prepared;

      b)
        evaluated the effectiveness of the registrant's disclosure controls and
        procedures as of a date within 90 days prior to the filing date of this annual
        report (the "Evaluation Date"); and

      c)
        presented in this annual report our conclusions about the effectiveness of
        the
        disclosure controls and procedures based on our evaluation as of the Evaluation
        Date;

      5.
        The
        registrant's other certifying officer and I have disclosed, based on our
        most
        recent evaluation, to the registrant's auditors and the audit committee of
        registrant's board of directors (or persons performing the equivalent
        functions):

      a)
        all
        significant deficiencies in the design or operation of internal controls
        which
        could adversely affect the registrant's ability to record, process, summarize
        and report financial data and have identified for the registrant's auditors
        any
        material weaknesses in internal controls; and

      b)
        any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the registrant's internal controls; and

      6.
        The
        registrant's other certifying officer and I have indicated in this annual
        report
        whether there were significant changes in internal controls or in other factors
        that could significantly affect internal controls subsequent to the date
        of our
        most recent evaluation, including any corrective actions with regard to
        significant deficiencies and material weaknesses.

                  Date:
                    March 31, 2005

                  /S/
                    MARY D. COZZA

                  Mary
                    D. Cozza, Chief Financial
                    Officer

      Per
        33-8392

      A
        non-accelerated filer must begin to comply with these requirements for its
        first
        fiscal year ending on or after July 15, 2005.

      The
        extended compliance period does not in any way affect the provisions of our
        other rules and regulations regarding internal controls that are in effect,
        including, without limitation, Exchange Act Rule 13b2-2.

      Response
        to Comment 1:

      We
        hereby
        submit the following revised certifications for your consideration:

      SECTION
        302 CERTIFICATION

      EXHIBIT
        31.1

      I,
        F.
        Dale
        Markham, Chief Executive Officer of REIT Americas, Inc., certify
        that:

      1.  I
        have
        reviewed this annual report of REIT
        Americas, Inc.;

      2.  Based
        on
        my knowledge, this report does not contain any untrue statement of a material
        fact or omit to state a material fact necessary to make the statements made,
        in
        light of the circumstances under which such statements were made, not misleading
        with respect to the period covered by this report;

      3.  Based
        on
        my knowledge, the financial statements, and other financial information included
        in this report, fairly present in all material respects the financial condition,
        results of operations and cash flows of REIT
        Americas, Inc.
        as of,
        and for, the periods presented in this report;

      4.  The
        other
        certifying officer(s) of REIT
        Americas, Inc. and
        I are
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
        over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
        15d-15(f)) for REIT
        Americas, Inc. and
        have:

      (a)
        Designed such disclosure controls and procedures, or caused such disclosure
        controls and procedures to be designed under our supervision, to ensure that
        material information relating to REIT
        Americas, Inc.
        is made
        known to us by others within the entity, particularly during the period in
        which
        this report is being prepared;

      (b)
        Designed such internal control over financial reporting, or caused such internal
        control over financial reporting to be designed under our supervision, to
        provide reasonable assurance regarding the reliability of financial reporting
        and the preparation of financial statements for external purposes in accordance
        with generally accepted accounting principles;

      (c)
        Evaluated the effectiveness of the disclosure controls and procedures of
        REIT
        Americas, Inc. and
        presented in this report our conclusions about the effectiveness of the
        disclosure controls and procedures, as of the end of the period covered by
        this
        report based on such evaluation; and

      (d)
        Disclosed in this report any change in the internal control over financial
        reporting of REIT
        Americas, Inc. that
        occurred during the most recent fiscal quarter of REIT
        Americas, Inc. that
        has
        materially affected, or is reasonably likely to materially affect, internal
        control over financial reporting of REIT
        Americas, Inc.;
        and

      5.  The
        other
        certifying officer(s) of REIT
        Americas, Inc. and
        I
        have disclosed, based on our most recent evaluation of internal control over
        financial reporting, to the auditors and the audit committee of the board
        of
        directors of REIT
        Americas, Inc.(or
        persons performing the equivalent functions):

      (a)
        All
        significant deficiencies and material weaknesses in the design or operation
        of
        internal control over financial reporting which are reasonably likely to
        adversely affect the ability of REIT
        Americas, Inc.
        to
        record, process, summarize and report financial information; and

      (b)
        Any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in internal control over financial reporting of
REIT
        Americas, Inc.

                  Date:
                    March 31, 2005

                  /S/
                    F. DALE MARKHAM

                  F.
                    Dale Markham, Chief Executive Officer

      EXHIBIT
        31.2

      I,
        Mary
        D.
        Cozza, Chief Financial Officer of REIT Americas, Inc., certify
        that:

      1.  I
        have
        reviewed this annual report of REIT
        Americas, Inc.;

      2.  Based
        on
        my knowledge, this report does not contain any untrue statement of a material
        fact or omit to state a material fact necessary to make the statements made,
        in
        light of the circumstances under which such statements were made, not misleading
        with respect to the period covered by this report;

      3.  Based
        on
        my knowledge, the financial statements, and other financial information included
        in this report, fairly present in all material respects the financial condition,
        results of operations and cash flows of REIT
        Americas, Inc.
        as of,
        and for, the periods presented in this report;

      4.  The
        other
        certifying officer(s) of REIT
        Americas, Inc. and
        I are
        responsible for establishing and maintaining disclosure controls and procedures
        (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
        over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
        15d-15(f)) for REIT
        Americas, Inc.